Article 1: NAME. The name of this organization shall be Nurse Practitioners Metropolitan New York, hereafter referred to as NPNY or Nurse Practitioners of New York..

Article 2: OBJECT. The object of NPNY shall be to: 1) Unite Nurse Practitioners, 2) Advocate for the Nurse Practitioner role, 3) Serve as a resource for Nurse Practitioners, 4) Promote the role of the Nurse Practitioner to consumers and our colleagues, 5) Identify and maintain optimal standards to ensure quality of care, 6) Empower Nurse Practitioners by providing a forum for continuing education and professional networking, 7) Collaborate with other heath professionals and utilize community resources to best serve the needs of our patients, 8) Support and promote universal heath care and 9) Educate Nurse practitioners as to health policies and legislation which promote effective health care.

Article 3: MEMBERSHIP

Section 1: Membership shall be in four categories:
A.) Active Member: Any licensed registered nurse who holds certification as a Nurse Practitioner by New York State or who fulfills the requirements for and has applied for New York State certification as a Nurse Practitioner.
B.) Student Member: Any person who is currently enrolled in an accredited Nurse Practitioner Program.
C.) Associate Member: Any interested person who supports the philosophy of NPNY and has been approved by NPNY's Board of Directors.
D.) Honorary Member: Any person or group that has made significant contributions to NPNY or to the Nurse Practitioner movement and has been approved by the NPNY Board of Directors. Membership dues shall be waived for Honorary Members.

Section 2: All Active, Student and Associate members shall pay dues to NPNY. Said dues shall initially be accompanied by a written application for membership. In subsequent years, annual dues shall be owed on the first day of the month during which said application was received and written notification of such shall be sent to the member prior to expiration. A member shall be considered in arrears if dues are not received within 60 days after the expiration of membership and such a member shall be removed from the membership roster thereby suspending any voting rights.

Section 3: Membership in NPNY shall be terminated upon the resignation of the member or the revocation of their RN license or New York State Nurse Practitioner certificate or upon non-payment of dues as outlined in Article 3, Section 2 of these bylaws.

Article 4: OFFICERS

Section 1.) The officers of NPNY shall consist of a Past President, President, President Elect, Secretary, Treasurer and Six Directors. These officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by NPNY.

Section 2.) The President shall be the principal executive office of NPNY, leading and supervising NPNY business. The Past President will work with the President in carrying out responsibilities of the principal executive office.

Section 3.) The President Elect shall assist the President and assume the duties and responsibilities of the President during his or her absence.

Section 4.) The Secretary shall keep the minutes of meetings of the membership and the Board of Directors and be responsible for correspondence as deemed necessary.

Section 5.) The Treasurer shall supervise the collection and disbursement of all NPNY funds and perform other duties as may be prescribed by the Board of Directors. The Treasurer shall also prepare a budget for presentation and approval at the first membership meeting of the year.

Section 6.) The Directors shall be available to assist the other officers as directed by the President and may serve as chairs of the standing committees.

Section 7.) A Nominating Committee of at least three members shall be appointed at least 60 days prior to the annual meeting and said committee shall accept nominations of Active Members for open offices at least 30 days prior to said meeting. Ballots shall be mailed only to Active Members. If the election is uncontested, balloting of the Active Members may occur at the annual meeting. Two members of the Nominations Committee, appointed by the committee chairperson, shall count the ballots if the election is held by mail. Candidates shall be allowed to send an observer to the ballot counting if they so desire.

Section 8.) The President, President Elect and Past President will serve a one year term, commencing July 1 of that year. The Secretary and three of the Directors shall be elected in even numbered years with terms commencing on July 1 of the that year. The Treasurer and the three remaining Director positions shall be elected in odd numbered years with terms commencing on July 1 of the that year.

Section 9.) No member shall be allowed to hold more than one office at a time and no member shall be eligible to serve more than two consecutive terms in the same office. Any member filling an unexpired term for more than one half of that term shall be considered to have served one full term.

Section 10.) If the Presidency is vacated, the President Elect shall assume the office. Provisions shall be made to elect a new President Elect at the subsequent meeting of the membership.

Section 11.) The Board of Directors shall appoint temporary replacements for all other vacancies on the Board. These replacements shall hold office until the next general election.

Article 5: MEETINGS

Section 1.) General membership meetings of NPNY shall be held at least five times per year at a time and place determined by the Board of Directors. One of these meetings will be designated the annual meeting and shall occur in the second quarter of the year.

Section 2.) Special meetings of the membership may be called at any time by the President, a majority of the Board of Directors or upon the written request of ten percent of the Active membership. Only those items of business set forth in the notice of said meeting shall be discussed or acted upon. Notice of such a meeting shall be communicated in writing to the membership at least fifteen days in advance.

Section 3.) Notice of the annual meeting shall be mailed to members at least thirty days prior to said meeting. Notice of all other regular meetings of the membership shall be communicated to the membership as deemed appropriate by the Board of Directors.

Section 4.) A quorum for a meeting of the membership shall be the number of members that attends said meeting.

Article 6: BOARD OF DIRECTORS

Section 1.) The officers of NPNY and the Directors shall constitute the Board of Directors. The chairs of the standing committees may be selected from either the Directors elected to the Board or the membership.

Section 2.) The Board of Directors shall have general supervision of the affairs of NPNY between its meetings, fix the hour and place of the meetings, make recommendations to NPNY and perform such other duties as are specified in these bylaws. The Board shall be subject to the orders of NPNY and none of its acts shall conflict with actions taken by NPNY.

Section 3.) The Board shall hold meetings at least five times per year at a time and place to be determined by the President in consultation with the Board. Special Board meetings may be called by the President and shall be called upon the written request of three or more members of the Board. Board meetings may be held by various forms of telecommunication, if previously approved by a two thirds majority of the Board. A quorum for all meetings of the Board of Directors shall be a majority of the Board.

Article 7: COMMITTEES

Section 1.) A Communications Committee composed of at least two members and a Chairperson shall be appointed by the President and approved by the Board of Directors, whose duty it shall be to plan and carry out NPNY's strategies for communicating with its membership and the general public.

Section 2.) A Legislative Committee composed of at least two members and a Chairperson shall be appointed by the President and approved by the Board of Directors, whose duty it shall be to plan and carry out the legislative activities of NPNY.

Section 3.) A Membership Committee composed of at least two members and a Chairperson shall be appointed by the President and approved by the Board of Directors, whose duty it shall be to encourage participation and membership in NPNY and to plan and carry out NPNY's public relations activities.

Section 4.) An Advocacy Committee composed of at least two members and a Chairperson shall be appointed by the President and approved by the Board of Directors, whose duty it shall be to implement programs which advance the interests of under represented groups in our society.

Section 5.) A Program Committee composed of at least two members and a Chairperson shall be appointed by the President and approved by the Board of Directors, whose duty it shall be to plan and implement the annual program of NPNY.

Section 6.) A Public Relations Committee composed of at least two members and a Chairperson shall be appointed by the President and approved by the Board of Directors, whose duty it shall be to plan and carry out NPNY's public relations activities.

Section 7.) Such other committees as are deemed necessary may be appointed on an ad hoc basis by the President from the general membership and are subject to Board approval. The President shall be ex officio a member of all committees except the Nominating Committee.

Article 8: PARLIAMENTARY AUTHORITY

The rules contained in Robert's Rules of Order, Newly Revised, 10th edition, will serve as a resource to NPNY for resolution of issues not covered by bylaws.

Article 9: AMENDMENT OF THESE BYLAWS

These bylaws may be amended at any regular meeting of NPNY by a two-thirds vote, provided that the amendment has been submitted in writing at the previous regular meeting. These bylaws shall be reviewed with consideration toward revision in one year and every two years thereafter.

Article 10: DISSOLUTION

This Corporation may be dissolved by a two-thirds (2/3) majority vote of the Board of Directors, following a dissolution plan prepared by the Board.Upon dissolution of the Corporation, any residual assets shall be donated to a not-for-profit organization(s) with purposes of this Corporation."

Article 11: DUTY OF LOYALTY AND CONNFLICT OF INTEREST

Section 1. Duty of Loyalty. No Officer or Director shall engage in, or condone, any conduct that is disloyal, disruptive, damaging or competes with the Corporation. No Officer or Director shall take any action, or establish any interest, that compromises his/her ability to represent the Corporation' s best interest.

Section 2. Conflict of Interest Definition. A conflict of interest exists when a matter to be acted upon by the Board of Directors confers a direct, substantial benefit to any Director of the Board, or business or agency from which such a Director derives an income or has authority in governance.

Section 3. Abstention. A member of the Board of Directors shall abstain from voting or attempting to influence the vote on any matter before the Board that places him or her in a conflict of interest.

Section 4. Disclosure. A member of the Board shall disclose the conflict or potential conflict as soon as he/she recognizes the conflict. If self-disclosure is not revealed, the Board Chair or any member of the Board of Directors can, prior to voting on a specific matter in which a potential conflict of interest exists, inquire whether any member of the Board desires to abstain from voting because of a conflict of interest. If no conflict of interest is disclosed but the Chair or any other member of the Board states the opinion that such a conflict exists and the challenged Board member
refuses to abstain from the deliberations or voting as requested, the Chair shall immediately call for a vote of the Directors to determine whether the challenged Director is in a conflict of interest. If a majority of the Directors present vote to require the abstention of the challenged Director, that Director shall not be permitted to vote.

Return to Main Page